Sec Form 4 Filing - FS Development Holdings, LLC @ Gemini Therapeutics, Inc. /DE - 2021-02-05

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
FS Development Holdings, LLC
2. Issuer Name and Ticker or Trading Symbol
Gemini Therapeutics, Inc. /DE [ GMTX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Director by Deputization
(Last) (First) (Middle)
C/O FS DEVELOPMENT CORP, 600 MONTGOMERY STREET, SUITE 4500
3. Date of Earliest Transaction (MM/DD/YY)
02/05/2021
(Street)
SAN FRANCISCO, CA94111
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/05/2021 A( 1 ) 1,500,000 A $ 10 1,500,000 D ( 2 )
Common Stock 02/05/2021 C( 3 ) 2,928,750 A $ 0 2,928,750 D ( 2 )
Common Stock 441,500 D ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock $ 0 02/05/2021 C( 3 ) 2,928,750 ( 3 ) ( 3 ) Common Stock 2,928,750 $ 0 0 D ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FS Development Holdings, LLC
C/O FS DEVELOPMENT CORP
600 MONTGOMERY STREET, SUITE 4500
SAN FRANCISCO, CA94111
X Director by Deputization
Foresite Capital Fund V, L.P.
C/O FS DEVELOPMENT CORP
600 MONTGOMERY STREET, SUITE 4500
SAN FRANCISCO, CA94111
X Director by Deputization
Foresite Capital Management V, LLC
C/O FS DEVELOPMENT CORP
600 MONTGOMERY STREET, SUITE 4500
SAN FRANCISCO, CA94111
X Director by Deputization
Foresite Capital Opportunity Fund V, L.P.
C/O FS DEVELOPMENT CORP
600 MONTGOMERY STREET, SUITE 4500
SAN FRANCISCO, CA94111
X Director by Deputization
Foresite Capital Opportunity Management V, LLC
C/O FS DEVELOPMENT CORP
600 MONTGOMERY STREET, SUITE 4500
SAN FRANCISCO, CA94111
X Director by Deputization
Signatures
/s/ Dennis Ryan on behalf of FS Development Holdings, LLC 02/09/2021
Signature of Reporting Person Date
/s/ Dennis Ryan on behalf of Foresite Capital Fund V, L.P. 02/09/2021
Signature of Reporting Person Date
/s/ Dennis Ryan on behalf of Foresite Capital Management V, LLC 02/09/2021
Signature of Reporting Person Date
/s/ Dennis Ryan on behalf of Foresite Capital Opportunity Fund V, L.P. 02/09/2021
Signature of Reporting Person Date
/s/ Dennis Ryan on behalf of Foresite Capital Opportunity Management V, LLC 02/09/2021
Signature of Reporting Person Date
/s/ Dennis Ryan as Attorney-in-Fact 02/09/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares of common stock obtained in private placement of public securities ("PIPE") on February 5, 2021.
( 2 )These shares of the Issuer's common stock are held of record by FS Development Holdings, LLC ("FSD Holdings"). Foresite Capital Management V LLC ("FCMVLLC") and Foresite Capital Opportunity Management V, LLC ("FCOMVLLC") are general partners, respectively, of Foresite Capital Fund V, L.P. ("Capital Fund V L.P.") and Foresite Capital Opportunity Fund V, L.P. ("Opportunity Fund V .L.P."), the sole shareholders of FSD Holdings. Each of FCMVLLC, FCOMVLLC, Capital Fund V L.P and Opportunity Fund V L.P. disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.
( 3 )In connection with the closing of Gemini Therapeutics, Inc.'s (formerly known as FS Development Corp.) business combination, shares of Class B Common Stock of FS Development Corp. converted into common stock of the Issuer .

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